Category: Legal Policies


Updated by Alex Cartwright on 11/19/2017

TalentShadows Terms of Service

Welcome to TalentShadows!

TalentShadows (“Company” or ”We”) offers online services to event attendees to purchase tickets and event organizers and venue operators to create event registrations to promote events, sell tickets to, and/or process admissions for event attendees to those events through our website www.talentshadows.events (the “Website”, and collectively the “Services”). We refer to event organizers, venue operators, and event attendees collectively as “you”. The following terms and conditions (“Terms of Service”) govern all of our Services (as defined below) offered on or through the Website.

Please read the Terms of Service carefully before you start to use the Services. By registering for or using the Services, you accept and agree to be bound and abide by these Terms of Service. If you do not agree to these Terms of Service, you are not authorized to, and may not use the Services.

By using the Services, you represent and warrant that you are at least 18 years of age or older and reside in the United States and meet all of the eligibility requirements to form a binding contract with the Company. Registration for the Services is void where prohibited. If you do not meet all of these requirements, you must not use the Services.

Satisfaction Policies

We provide the event registration and ticketing software used to promote events, sell tickets and process admissions for event attendees to those events. We do not control the number of tickets offered by event organizers and venue operators. We disclaim any and all liability if an event is oversold or cancelled. We are not responsible for the production, experience or cancellation of the events listed on the Website. If you as an event attendee are unsatisfied with your experience with an event listed on the Website, you must speak to a representative of the event or venue. We will refer any complaints from event attendees to the event organizer and venue operator for resolution.

Acceptable Use

Subject to the terms and conditions set forth herein, we grant a limited, revocable, non-exclusive, non-transferable license to event organizers and venue operators to use the Website to access the Services to list events, promote events, sell tickets to events, and to interact with event attendees and the Company, and to event attendees to buy tickets to such events and to interact with event organizers, venue operators, and the Company.

Geographic Restrictions

We provide the Services only to event attendees residing and for events located in the United States.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Service, including the Website:

  • In any way that violates the Terms of Service.
  • In any way that violates any applicable federal, state, local or international law or regulation.
  • To engage in any conduct that attempts to reverse engineer, reverse assemble, disassemble, or decompile or otherwise attempt to discover any source code of the Service.
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability. 

Additionally, you agree not to:

  • Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Website.
  • Use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring, screen-scraping, or copying any of the information or material on the Website, or buying tickets.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
  • Otherwise attempt to interfere with the proper working of the Website.

Violations of system or network security may result in civil and/or criminal liability. Company will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting in such violations.

Content Posted on the Website

You are solely responsible for the content that you submit, publish, or display on the Service, or transmit to others (“User Content”).

You hereby grant to the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit User Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever, and to allow others to do so, without compensation to you or any other provider of User Content. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all User Content (i) is owned or controlled by you, (ii) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, (iii) is accurate, not obscene, false, libelous or defamatory; and (iv) complies with all applicable laws and regulations (foreign and domestic). The Company reserves the right to remove any of User Content from the Website at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to User Content) or no reason without notice.

The Company has the right but not the obligation to monitor, edit or remove your User Content. You understand and agree that the Company may delete any User Content information, text, displays, graphics, images, video and audio, and profile and other content that in the Company’s sole judgment violates the Terms of Service or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others.

The User Content is non-confidential and the Company will not be liable for its use or disclosure.

Reliance on Content Posted on Website

This Website includes content provided by third parties, including registered users, such as User Content. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

We do not warrant the existence or safety of any event listed on the Website or the accuracy, timeliness, completeness or usefulness of this content. Any reliance you place on such content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such content by you or any other user of the Service or visitor to the Website, or by anyone who may be informed of any of such content.

The Company reserves the right to remove any event from the Website at any time for any reasons without notice in our sole discretion.

TalentShadows Service Fee(s)

If you as an event attendee are using the Service, by registering for or using the Service, you agree to pay TalentShadows the then-current, non-refundable service fee(s) set by TalentShadows for use of the Service and understand that the service fee(s) will not be refunded under any circumstance. TalentShadows reserves the right to charge for the Service or any portion thereof, modify the pricing of, add to, or discontinue the Service or any portion thereof. Modifications to Service Fee(s) will be effective thirty (30) days after being posted on the Website or such other date as communicated in any other notice to you.

The Company is unable to offer refunds for service fee(s) after a ticket has been purchased.

Event Attendees Buying Tickets

Pricing tickets is the sole responsibility of, and at the sole discretion of, event organizers and venue operators and must be done in accordance with all applicable laws. The Company is not responsible for partial performances, or venue, line-up, date, or time changes. No refunds will be issued in these instances.

You are responsible for reading the complete event registration before making a commitment to buy tickets. When placing an order, you are entering into a binding contract with the event organizer to purchase those tickets. Payment is remitted to the Company and disbursed to the event organizer or venue operator according to our payment policy.

The Company may generate a ticket confirmation when an order is placed by an event attendee through the Website. The event organizer agrees to unconditionally accept, honor and fulfill all ticket confirmations, and acknowledges its responsibility to verify the ticket confirmation number and/or any event restrictions prior to admission to the event. Each ticket is valid for one admission. The Company is not responsible for forgeries or misrepresentations.

Any resale of tickets purchased using the Service is prohibited and the Company reserves the right to terminate and void such tickets without notice and compensation and terminate your access to the Service.

Payment Methods

The Company currently accepts Visa, MasterCard, American Express (AMEX) and Discover credit/debit cards for payment. You acknowledge that the Company may charge any one of your payment methods on file for amounts you owe us, costs we incur or other losses arising out of your violation of the Terms of Service.

We use a third-party direct payment gateway and payment processor called “Stripe, Inc.” to collect, authorize and process payment for your purchases through the Website. We do not collect or store your credit card data, other than the last four digits for reference purposes. Instead you are forwarded to Stripe’s website where you will enter your credit card and other personal details necessary for payment authorization and processing. We choose Stripe for this service because they protect your payment information in accordance with the Payment Card Industry Data Security Standard (PCI-DSS). PCI-DSS standards are managed by the PCI Security Standards Council (a joint effort of brands like Visa, MasterCard, American Express and Discover) and are designed to help ensure the secure handling of credit card information. By electing to pay for purchases by credit card, you are agreeing to Stripe’s collection and use of your payment information; subject to Stripe’s Privacy Policy (https://stripe.com/us/privacy). More information on Stripe’s data security may be found here (https://stripe.com/docs/security). 

Refund Policies

The Company is unable to offer refunds for service fee(s) after a ticket has been purchased.

If an event is canceled, a refund in the amount of the face value of the ticket actually paid will be issued to the person who purchased such ticket. The event organizer will have control over how and when to obtain a refund, including refund availability and duration. All disputes regarding refunds are between the event organizer and attendees. The Company will not be able to issue refunds until any outstanding balance for the refunds owed by the event organizer has been received by the Company.

Postponed Events

If an event is postponed, the event organizer must timely notify the Company and update the event registration on the Website. The event organizer cannot resell, invalidate or change the tickets for the rescheduled event. The event organizer is required to accept outdated tickets for admittance to the event.

Payment Processing

Event organizers and venue operators agree that all ticket fees for a given event are earned by you only following the conclusion of the applicable event. No remittance shall be made for a given event until that event is concluded. No remittance shall be made for any event that is cancelled. Within ten (10) business days following the successful conclusion of the applicable event, we will begin processing your remittance for the ticket fees for the event that have been collected less amounts refunded and reserves or holdbacks to the extent the Company reasonably determines claims for refunds from ticket purchasers are more likely than not. Payouts may be made by ACH or check based on your registration.

Tax Information of Event Organizers and Venue Operators

Event organizers and venue operators are solely responsible for determining, collecting, remitting, and reporting any and all taxes, duties, levies and charges (collectively, “Taxes”) that apply to your use of the Services to the applicable governmental authorities. In the event that a governmental authority requires the Company to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse the Company for such Taxes upon demand and all costs, penalties, interest and expenses related thereto, and the Company, in its sole discretion, reserves the right to withhold the payment of any amounts owed to you hereunder to pay the same.

IRS regulations requires the Company to report to the IRS if we process more than twenty thousand dollars ($20,000) in gross sales and more than two hundred (200) paid transactions in a given calendar year. We may track your gross sales and the ticket sales volume to determine whether you meet these criteria. If you meet these criteria, we will generate a Form 1099-K for you.

As part of these IRS regulations, you agree to promptly provide the Company your Tax ID Number (TIN), such as a Social Security Number (SSN) or Employer Identification Number (EIN) upon request. Once you meet the two hundred (200) order transaction threshold, you agree that you will not receive any further payments from the Company until such information is provided.

Membership and Security

Signing up for a TalentShadows membership is free. You agree to provide the Company with complete and accurate contact information and maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the Services. We reserve the right to terminate your access to the Service or to withhold any amounts due to you in the event that we reasonably believe that your contact information is false or fraudulent in addition to any other legal remedies.

You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You agree to (a) immediately notify the Company of any unauthorized use of any password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. The Company will not be liable for any loss or damage arising from your failure to comply with this Section.

Access to the Services

You must obtain access to internet and pay any service fee(s) associated with your service provider to access to the Website. You must provide all equipment necessary to make such connection to the internet, including without limitation a computer and mobile device or other access device. Although we use reasonable efforts to ensure that the Service is available, we will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period for any reason.

Storage of Data

You acknowledge that the Company may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted by the Company on your behalf. You agree that the Company has no responsibility or liability for the deletion, correction, destruction, damage, loss or failure to store any data or other content transmitted to the Service, or the operation, or failure, or weakness, of any data encryption, data security protocols, passwords or other security methods employed by the Company. Upon termination, your right to access or use any data or other content transmitted to the Service immediately ceases, and the Company shall have no obligation to maintain or forward any such data or content.

Intellectual Property Rights

All right, title, and interest in and to the Service and the Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, graphics, images, video and audio, and the design, selection, organization, presentation, and arrangement thereof) and other content are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

No right, title or interest in or to the Services or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws. Unauthorized use of the Services may violate these laws and/or applicable regulations and statutes, and is strictly prohibited.

If you believe any materials accessible on or from the Website infringe your trademark or copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the "DMCA Notice") must include substantially the following:

  • Your physical or electronic signature.

  •  Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.

  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

  • Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).

  •  A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.

  • A statement that the information in the written notice is accurate.

  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

 

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

The Company name, the terms and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. Linking does not imply any association, approval or endorsement by Company. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Privacy Policy

The Company’s Privacy Policy is incorporated by reference herein and is available at www.talentshadows.events/privacy. By agreeing to these Terms of Services, you are also agreeing to the Company’s Privacy Policy.

Termination:

You may terminate your membership at any time, for any reason. You agree that the Company, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard your account and all content within the Service and/or bar any further access to the Service or such content or cancel any ticket orders for any reason without prior notice. You agree and acknowledge that the Company has no obligation to retain your content. Further, you agree that the Company will not be liable to you or any third party for any termination of your access to the Service.

Disclaimer of Warranties

YOUR USE OF THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY WITH RESPECT TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES, WEBSITE, ANY TICKETS, ANY EVENT, ANY USER CONTENT, OR THAT EVENT ORGANIZERS OR ATTENDEES WILL PERFORM AS PROMISED. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION THAT (1) THE USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATE, (2) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (3) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

Limitation on Liability

IN NO EVENT SHALL EITHER PARTY AND/OR ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO (1) THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, (2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY SERVICES PURCHASED, RECEIVED, OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; OR (3) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE.

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

To the maximum extent allowed by applicable law, you agree to release, covenant not to sue, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) by any third party arising out of or relating to violation of these Terms of Service or your improper use of the Services, including, but not limited to your breach of any applicable local, state, national or other law, rule or regulation or the rights of any third party.

You expressly waive any protections (whether statutory or otherwise, e.g., California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.

Governing Law and Jurisdiction

All matters relating to these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or your actual state of residence or domicile.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Pennsylvania in each case located in the City of Pittsburgh and Allegheny County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Changes to the Terms of Service

We may change the Terms of Service from time to time in our sole discretion and without notice. All changes are effective immediately when we post them. If you do not want to be bound by the revised Terms of Service, you should not continue to use the Services. Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. You should visit this page periodically so you are aware of any changes, as they are binding on you.

Entire Agreement

The Terms of Service constitute the sole and entire agreement between you and the Company with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

Your Comments and Concerns

This website is operated by TalentShadows.

All other feedback, comments, requests for technical support and other communications relating to the Services should be directed to:

info@talentshadows.com

or via our toll-free number:

844-9-TS-SHOW (844-987-7469)

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